HEARTWARE INTERNATIONAL, INC. 900,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementHeartWare International, Inc. • December 15th, 2010 • Surgical & medical instruments & apparatus • New York
The selling stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of HeartWare International, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 900,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 100,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
HEARTWARE INTERNATIONAL, INC. Underwriting AgreementHeartWare International, Inc. • December 15th, 2010 • Surgical & medical instruments & apparatus • New York
HeartWare International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $125 million principal amount of its 3.50% Convertible Senior Notes due 2017 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $18.75 million principal amount of its 3.50% Convertible Senior Notes due 2017 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.50% Convertible Senior Notes due 2017 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) or a combination thereof at t
